Feb. 15 (Bloomberg) -- Kazuo Okada failed to persuade a
federal judge to halt a shareholders meeting Wynn Resorts Ltd.
has scheduled for Feb. 22 to vote the Japanese billionaire off
its board of directors.

U.S. District Judge James C. Mahan, at a hearing today in
Las Vegas, denied Okada’s request for a preliminary injunction
to prevent the meeting.

Okada’s bid to block the shareholders’ vote was the latest
front in his fight with Wynn Resorts Chairman and Chief
Executive Officer Steve Wynn that burst into the open last year
when Wynn Resorts accused Okada of making illegal payments to
Philippine gaming regulators and forcibly redeemed his 20
percent stake in the company.

The judge said at the hearing that “an appropriate remedy
would be a counter-solicitation. I’m troubled Mr. Okada didn’t
submit a counter-solicitation.”

Marc Sonnenfeld, a lawyer for Okada, said after the hearing
that they will assess their options.

Shareholder Vote

“The company is very grateful the shareholders will be able
to vote on such an important issue as to who should serve as a
director,” Robert Shapiro, a lawyer for Wynn Resorts, said
after hearing.

Okada, 70, is the chairman of Tokyo-based Universal
Entertainment Corp. He helped Steve Wynn finance the casino
operator that went public in October 2002 and was its largest
individual shareholder until February of last year. He has said
Steve Wynn wants him out because he opposed a $135 million gift
to the University of Macau.

On Feb. 19, 2012, Wynn Resorts said it had redeemed Okada’s
20 percent stake in the company for a 10-year $1.9 billion
promissory note, which Okada claims is $800 million less than
what his shares were worth. Wynn Resorts argued Okada was
“unsuitable” as a controlling shareholder of a licensed gaming
business because of the alleged illegal payments.

Board Director

Okada is fighting the redemption of his shares in Nevada
state court, where Wynn Resorts has sued him for breaching his
fiduciary duty as a board director.

In the federal court case, Okada is arguing that Wynn
Resorts is misleading shareholders by claiming the investigation
it commissioned by former FBI Director Louis Freeh into the
alleged illegal payments was independent. Okada said the
investigation was an “ambush” with a preordained outcome and
was directed and controlled by Wynn Resorts’ management.

“As the solitary pillar of purported evidence
substantiating the executive committee’s argument that Mr. Okada
should be removed as a director, the truth of the Freeh report’s
preparation is vitally important to the removal proposal,”
Okada said.

The proxy statement also misleads shareholders about the
“imperative” need to remove him so that the company can seek
additional gaming licenses, Okada said. The urgency is
contradicted by the company’s waiting for almost a year after it
found him “unsuitable,” Okada said.

‘Litigation Vendetta’

Wynn Resorts said in its Feb. 6 response to Okada’s request
to block the shareholders’ meeting that he has engaged in a
“litigation vendetta” against the company and that U.S.
securities law doesn’t require Wynn Resorts to include in its
proxy statement what “Okada believes, or says he believes, to
be accurate.”

“Rather than acting as a director and pursuing Wynn
Resorts’ interests, Mr. Okada has been behaving as an adversary,
using his knowledge of the company from his years on the board
to concoct spurious theories in an effort to harm Wynn Resorts
and deflect attention from his own wrongful conduct,” the
company said.

Okada’s alleged illegal payments to Philippine regulators
has resulted in continuing investigations against him by the
Nevada Gaming Control Board, the U.S. Justice Department and
Federal Bureau of Investigation, the Securities and Exchange
Commission, the Osaka Stock Exchange and the Philippine
government, Wynn Resorts said.

Wynn Resorts will have no chance of obtaining the gaming
licenses it is applying for in Pennsylvania and Massachusetts
unless Okada is removed as a director, the company said.

Wynn Resorts said Feb. 4 that the Nevada Gaming Control
Board had concluded an investigation of the University of Macau
donation by Wynn Macau Ltd. and found that Okada’s allegations
that the donation was improper were unfounded.

The case is Okada v. Wynn Resorts, 13-00136, U.S. District
Court, District of Nevada (Las Vegas).